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                                                    BASS, BERRY & SIMS PLC
                                           A PROFESSIONAL LIMITED LIABILITY COMPANY
                                                       ATTORNEYS AT LAW

        KNOXVILLE OFFICE                                                                              DOWNTOWN OFFICE:
900 SOUTH GAY STREET, SUITE 1700                          REPLY TO:                                    AMSOUTH CENTER
      KNOXVILLE, TN 37902                               AMSOUTH CENTER                        315 DEADERICK STREET, SUITE 2700
         (865) 521-6200                        315 DEADERICK STREET, SUITE 2700                   NASHVILLE, TN 37238-3001
                                                   NASHVILLE, TN 37238-3001                            (615) 742-6200
         MEMPHIS OFFICE                                 (615) 742-6200
   THE TOWER AT PEABODY PLACE                                                                        MUSIC ROW OFFICE:
  100 PEABODY PLACE, SUITE 950                        WWW.BASSBERRY.COM                             29 MUSIC SQUARE EAST
     MEMPHIS, TN 38103-2625                                                                       NASHVILLE, TN 37203-4322
         (901) 543-5900                                                                                (615) 255-6161





                                January 20, 2005

American Retirement Corporation
111 Westwood Place, Suite 200
Brentwood, Tennessee 37027

         Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted as your counsel in connection with the offer and sale by
American Retirement Corporation (the "Company") of up to 5,175,000 shares (the
"Shares") of the Company's common stock, par value $0.01 per share (the "Common
Stock"), pursuant to the Company's registration statement on Form S-3 (File No.
333-116410) (the "Registration Statement"), filed by the Company with the
Securities and Exchange Commission (the "Commission") and supplemented by the
Prospectus Supplement dated January 20, 2005 (the "Prospectus Supplement"). The
Registration Statement was declared effective by the Commission on June 29,
2004.

         In connection with this opinion we have examined and relied upon such
records, documents, certificates, and other instruments as in our judgment are
necessary or appropriate in order to express the opinions hereinafter set forth
and have assumed the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, and the conformity to original documents
of all documents submitted to me as certified or photostatic copies.

         Based on the foregoing and such other matters as we have deemed
relevant, we are of the opinion that the shares of Common Stock to be sold by
the Company, when issued and delivered in the manner and on the terms described
in the Registration Statement, as supplemented by the Prospectus Supplement,
will be validly issued, fully paid, and nonassessable.

         We consent to the filing of this opinion as an exhibit to a Current
Report on Form 8-K of the Company, the incorporation by reference of this
opinion in the Registration Statement and the reference to our law firm under
the caption "Legal Matters" in the Prospectus Supplement.

                                         Very truly yours,

                                        /s/ Bass, Berry & Sims PLC